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If requested by the Owner, the CM shall provide the Owner with <br />copies of all policies thus obtained for the Project. The CM <br />shall provide the Owner with thirty (30) days advance notice of <br />cancellation, non-renewal or endorsement reducing or <br />restricting coverage. <br />8.2.5 Waiver of Subrogation <br />The Owner and the CM waive all rights against each other and <br />against the Contractors, consultants, agents and. employees of <br />the other for damages occurring during construction and <br />covered by builder's risk and any property insurance required <br />for this Project, excluding the Owner's property insurance. The <br />Owner and the CM shall each require appropriate similar <br />waivers from their contractors, consultants and agents. This <br />waiver does not apply to design liability <br />8.3 Indemnity <br />To the fullest extent permitted by law, the CM shall indemnify <br />and hold harmless the Owner, its employees, agents (including <br />the Designer), officers, directors and partners from and against <br />any and all damages and reasonable attorneys' fees incurred <br />by the Owner proximately by the negligent acts, errors or <br />omissions of the CM, or any other party for whom the CM is <br />legally liable, in performance of services under this Agreement. <br />The CM shall not be required to indemnify any person against <br />losses resulting from a breach of contract or resulting from <br />negligence, misconduct or violation of laws on the part of any <br />person indemnified hereunder. <br />The CM shall procure and maintain insurance as required by <br />and set forth in this Agreement. <br />8.3.1 Indemnification by Designer <br />The Owner shall cause the Designer to indemnify and hold <br />harmless the Owner, its employees, agents and <br />representatives to the same extent and in the same manner <br />that the CM has provided indemnification for the Owner under <br />Paragraph 8.3. <br />8.3.2 Indemnification by Contractors <br />The CM shall cause each Contractor to indemnify and hold <br />harmless the Owner, CM and Designer from and against any <br />and all claims, demands, suits, damages, including <br />consequential damages and damages resulting from personal <br />injury or property damage, costs, and expenses and fees that <br />are asserted against the Owner, CM and the Designer and that <br />arise out of or result from negligent acts or omissions or the <br />breach of the Construction Contract by the Contractor, its <br />employees, agents and representatives in performing the <br />Work. <br />8.4 Bonds <br />The CM shall purchase and provide 100% Performance and <br />Payment Bonds, which Bonds shall comply with the <br />requirements of the General Conditions of the Orange County <br />Contract for Construction--Construction Manager at Risk. <br />ARTICLE 9 <br />TERMINATION AND SUSPENSION <br />9.1 Termination for Convenience <br />[Not used] <br />9.2 Termination for Default <br />This Agreement may be terminated by either party hereto upon <br />ten (10) working days written notice should the other party fail <br />substantially to perform in accordance with the terms hereof <br />through no fault of the terminating party or if the Project in <br />whole or substantial part is stopped for a period of one hundred <br />twenty (120) consecutive days under an order of any court or <br />other public authority having jurisdiction or as a result of an act <br />of government. Without in any way limiting the scope of this <br />Paragraph 9.2, the Owner may terminate this Agreement if the <br />CM fails to begin or complete the Work within the time specified <br />for completion in this Agreement as the same may be amended <br />by change order, or shall commit a material breach in the <br />performance of the Work or shall discontinue the prosecution of <br />the Work for seven (7) consecutive work days without excuse <br />or justification, or if the CM shall become insolvent, be declared <br />bankrupt, commit any act of bankruptcy or insolvency, allow <br />any final judgment to stand against the CM or its affiliated <br />companies unsatisfied for a period of forty-eight (48) hours, <br />make an assignment for the benefit of creditors, or for any <br />other cause whatsoever shall not carry on the Work in an <br />acceptable manner. Termination under this Paragraph 9.2 for <br />failure substantially to perform in accordance with the terms of <br />this Agreement shall be without prejudice to any other right or <br />remedy that the terminating party has under the Agreement or <br />at law. <br />9.2.1 Notice and Time for Cure <br />Neither party to this Agreement may terminate this Agreement <br />without first giving the other party ten (10) business days <br />notice of the intent to terminate the Agreement, measured from <br />24 <br />